8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C.  20549

FORM8-K

CURRENT REPORT****Pursuant toSection 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  October 19, 2022

NVE Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (952) 829-9217

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

Securities registered pursuant to Section 12(b) of the Act:

Item 2.02. Results of Operationsand Financial Condition.

Furnished as Exhibit 99 is a press release of NVE Corporation reporting results for the quarter and six months ended September 30, 2022.

Item 8.01. Other Events.

NVE Corporation announced that its Board of Directors approved a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable November 30, 2022 to shareholders of record as of October 31, 2022.

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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

NVE Corporation Reports Second Quarter Results and Announces Quarterly Dividend

EDEN PRAIRIE, Minn.—October 19, 2022—NVE Corporation (Nasdaq: NVEC) announced today financial results for the quarter and six months ended September 30, 2022.

Total revenue for the second quarter of fiscal 2023 increased 57% to $10.7 million from $6.82 million for the prior-year quarter. The increase was due to a 59% increase in product sales and a 5% increase in contract research and development revenue. Net income for the second quarter of fiscal 2023 increased 67% to $6.09 million, or $1.26 per diluted share, compared to $3.65 million, or $0.75 per share, for the prior-year quarter.

For the first six months of fiscal 2023, total revenue increased 29% to $18.1 million from $14.0 million for the first six months of the prior year. The increase was due to a 29% increase in product sales and a 19% increase in contract research and development revenue. Net income increased 42% to $10.2 million, or $2.12 per diluted share, from $7.23 million, or $1.49 per share, for the first half of fiscal 2022.

The company also announced a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable November 30, 2022 to shareholders of record as of October 31, 2022.

“We are pleased to report record revenue and earnings for the quarter,” said NVE President and Chief Executive Officer Daniel A. Baker, Ph.D.

NVE is a leader in the practical commercialization of spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store and transmit information. The company manufactures high-performance spintronic products including sensors and couplers that are used to acquire and transmit data.

Statements used in this press release that relate to future plans, events,financial results or performance are forward-looking statements that are subjectto certain risks and uncertainties including, among others, such factors as risksand uncertainties related to future sales and revenues, our dependence on criticalsuppliers and packaging vendors, and risks related to supply-chain disruptions,as well as the risk factors listed from time to time in our filings with the SEC,including our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

All values are in US Dollars.